podd-20251215
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2025
INSULET CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-33462 | 04-3523891 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| 100 Nagog Park | ||||||||||||||
| Acton | Massachusetts | 01720 | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: | (978) | 600-7000 | ||||||||||||
| Not Applicable (Former name or former address, if changed since last report) | ||||||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ | ||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, $0.001 Par Value Per Share | PODD | The NASDAQ Stock Market, LLC | ||||||||||||
Explanatory Note
Insulet Corporation (the “Company”) is filing this Amendment No. 1 to its Current Report on Form 8-K (the “Original Form 8-K”) filed with the Securities and Exchange Commission (the “Commission”) on December 19, 2025, to report that Grant Thornton LLP (“GT”) has completed its audit services for the fiscal year ended December 31, 2025 and to update the disclosures required by Item 304 of Regulation S-K through the effective date of GT’s dismissal. As disclosed in the Original Form 8-K, PricewaterhouseCoopers LLP (“PwC”) was selected as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026.
| Item 4.01 | Changes in Registrant’s Certifying Accountant | ||||
On December 15, 2025, the Audit Committee of the Board of Directors of the Company notified GT, the Company’s then independent registered public accounting firm, that the Audit Committee selected PwC as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026. GT was previously engaged to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2025. The appointment of PwC did not affect GT’s engagement for the fiscal year ending December 31, 2025. GT was dismissed as the Company’s independent registered public accounting firm upon completion of its audit services on February 18, 2026.
GT’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2025 and 2024 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. Further, during the fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through February 18, 2026, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and GT on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to GT’s satisfaction, would have caused GT to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company requested that GT furnish a letter addressed to the Commission stating whether it agrees with the above statements. A copy of GT’s letter, dated February 24, 2026, is filed as Exhibit 16.1 to this Amendment No. 1 to Form 8-K.
During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through February 18, 2026, neither the Company nor anyone on its behalf has consulted with PwC regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that PwC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits | ||||
| (d) | Exhibits. | |||||||
| Exhibit No. | Description | |||||||
Letter from Grant Thornton LLP to the Securities and Exchange Commission, dated as of February 24, 2026. | ||||||||
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K/A to be signed on its behalf by the undersigned thereunto duly authorized.
| INSULET CORPORATION | |||||||||||||||||
| February 24, 2026 | By: | /s/ Patricia K. Dolan | |||||||||||||||
| Patricia K. Dolan | |||||||||||||||||
| Vice President, Secretary | |||||||||||||||||